During diligence on a funding round, the investor's lawyers ask for the minute book, to check that a past share allotment, an ESOP scheme and a few director appointments were validly approved. The decisions were real. But the minutes are unsigned, they do not match the MCA filings, and one was entered months after the meeting. Nothing was done wrong, and now every gap is a question the founders have to answer.
Under Section 118 minutes are evidence of what a meeting decided, so they must be entered in the minute book within 30 days, signed by the right chairman, never altered, and kept permanently.
The bottom line
Time limit: enter minutes in the minute book within 30 days of the meeting concluding.
Signing: board and committee minutes are signed by the chairman of that meeting or of the next one; general meeting minutes by the chairman within 30 days.
Evidentiary value: properly kept minutes are evidence of the proceedings — which is why they must never be altered, pasted over, or left with blank spaces.
What minutes must contain
Minutes are the formal written record of a meeting's proceedings. For each meeting they capture the names of the directors or members present and the mode of attendance, including the location of anyone joining by video, confirmation of quorum, the chairperson, the agenda items discussed, the resolutions passed, and any dissent or abstention.
Separate minute books are kept for board meetings, for each committee, and for general meetings. Section 118 sets the framework and the Secretarial Standards, SS-1 and SS-2, fill in the detail.
The dissent entry is the one people leave out and the one that matters most later. A director who disagreed and is not recorded as disagreeing is, on the face of the record, a director who agreed.
The 30-day rule, and who signs
Section 118(1) requires minutes to be entered in the minute book within 30 days of the conclusion of the meeting. Under the Secretarial Standards, draft minutes are typically circulated within 15 days and finalised inside the 30.
Board and committee minutes are signed and dated by the chairman of that meeting, or by the chairman of the next meeting. General meeting minutes are signed by the chairman of the same meeting within 30 days, or by a director authorised by the Board if he cannot. Pages are numbered consecutively.
Why they count as evidence
Section 118(7) makes minutes kept in accordance with the section evidence of the proceedings recorded in them. Where minutes exist and are duly signed, the meeting is presumed to have been validly held and the decisions validly taken.
That presumption is the whole point. It is also why the accuracy matters — courts and investors treat the minute book as the authoritative record of what happened, in preference to anyone's recollection.
What you must not do
Under Section 118(5), minutes must not be altered after signing. Nothing may be pasted or attached into the minute book, and no blank space should be left within or between entries, because a blank space is an invitation to insert something later.
The minutes must be a fair and correct summary of the proceedings rather than a tidied version of them. Tampering is treated severely, and the penalty section says so explicitly.
Where they are kept
Minute books are kept at the registered office and preserved permanently. They may be maintained physically or electronically, with appropriate safeguards and timestamping.
Being permanent and evidentiary, they are among the first records anyone pulls in a diligence exercise, an audit or a dispute — which is the practical argument for keeping them properly when nothing is happening.
What non-compliance costs
Default under Section 118 makes the company liable to ₹25,000 and every officer in default to ₹5,000, under Section 118(11).
Tampering is a different order of problem. Under Section 118(12), a person found guilty of altering or falsifying minutes faces imprisonment of up to 2 years and a fine of ₹25,000 to ₹1 lakh.
Common mistakes
- Recording minutes late, on the theory that they can be caught up before the next audit. The 30 days runs from the meeting.
- Leaving minutes unsigned, which strips them of the evidentiary value they exist for.
- Letting minutes drift out of line with PAS-3, DIR-12 or the valuation records.
- Leaving blank spaces, or pasting documents into the book. Both are prohibited outright.
- Treating minutes as housekeeping. They are evidence, and sloppiness shows up when the stakes are highest.
A working routine
- Draft promptly and circulate within about 15 days, as the standards contemplate.
- Record presence, mode and location of attendance, quorum, agenda, resolutions and any dissent.
- Enter them in the correct minute book within 30 days.
- Get them signed by the right chairman, with pages numbered consecutively.
- Never alter, paste into, or leave blanks in the book.
- Keep the books at the registered office permanently, and reconcile them against the MCA filings.
Frequently asked questions
How soon must minutes be recorded? Within 30 days of the conclusion of the meeting, in the minute book.
Who signs board meeting minutes? The chairman of that meeting, or the chairman of the next meeting.
Are minutes legal evidence? Yes. Under Section 118(7) properly kept minutes are evidence of the proceedings recorded in them.
Can minutes be altered after signing? No. Alteration is prohibited, and tampering can bring imprisonment of up to 2 years and a fine of ₹25,000 to ₹1 lakh under Section 118(12).
How long must minutes be kept? Permanently, at the registered office.
What if a director disagreed with a decision? Have the dissent recorded in the minutes. An unrecorded dissent leaves the record showing that the director concurred.
Primary sources
- Section 118, including 118(1), (5), (7), (11) and (12), Companies Act, 2013
- Rule 25, Companies (Management and Administration) Rules, 2014
- SS-1 and SS-2 (revised, 1 April 2024), on the recording and signing of minutes